REG - Inspired PLC - Results for the six months ended 30 June 2024
12/09/2024 07:00
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RNS Number : 8531D Inspired PLC 12 September 2024
12 September 2024
Inspired PLC
("Inspired" or the "Group")
Results for the six months ended 30 June 2024
Underlying growth across all four divisions in the period with a focus on cash
generation
Inspired (AIM: INSE), a leading technology-enabled service provider delivering
solutions to enable businesses to transition to net-zero and manage their
response to climate change, announces its consolidated, unaudited half-year
results for the six-months ended 30 June 2024.
Financial Highlights
H1 2024 H1 2023 % change
Revenue £45.02m £44.63m 0.9%
Gross profit £33.96m £30.99m 9.6%
Adjusted EBITDA* £10.94m £10.57m 3.5%
Adjusted profit before tax (PBT)** £5.73m £6.24m (8.2)%
Underlying cash generated from operations*** £9.14m £3.40m 168.8%
Adjusted diluted EPS**** 4.37p 4.84p (9.7)%
Net debt £(57.57)m £(49.10)m 17.3%
Interim dividend per share 1.45p 1.40p 3.6%
· Growth in Group revenues with all four of the Group's divisions delivering
growth in gross profit and Adjusted EBITDA reflecting robust trading.
· Adjusted PBT of £5.7m (H1 2023: £6.2m), with the increase in adjusted EBITDA
offset by an increase in finance costs to £2.6m (H1 2023: £2.0m). Finance
costs were higher than in H1 2023 reflecting a higher level of debt over the
period and increased interest rates.
· Underlying operating cash conversion was 88% (H1 2023: 32%), benefiting from
the profile of trade and the unwinding of the working capital investment in H2
2023 within the Optimisation Division in the period.
· Paid £8.6m (H1 2023: £8.6m) in contingent consideration fees in the period,
relating to the achievement of earnout targets by prior acquisitions. The
Group has £2.2m in contingent consideration due in H2 2024, following which
the Group will have no further contingent consideration payments to fund.
· The Board's stated objective is to maintain net debt at less than 2.00x
Adjusted EBITDA subject to the short-term impact of acquisition payments.
Following the payment of the £8.6m contingent consideration in the period,
net debt increased to £57.6m equating to 2.29x FY23 Adjusted EBITDA but it is
the Board's intention to reduce this nearer to 1.00x Adjusted EBITDA.
· Interim dividend increased 3.6% to 1.45p (H1 2023: 1.40p).
Divisional highlights
Assurance Services
· Continued high levels of new business generation, improved churn rates and
stabilisation of margins as expected.
· Revenue growth of 3% to £18.9m (H1 2023: £18.3m) and Adjusted EBITDA of
£7.8m (H1 2023: £7.7m), at a margin of 41% (FY 2023: 41%).
· Secured several new client wins, including Young & Co Brewery, Student
Roost, Paddy Power, Ideal Standard, Eurosport, IMO Car Wash Group, Total
Fitness Health Clubs, Special Melted Products, European Tyre Enterprise and
Aspire Housing.
ESG Services
· Revenue increased 17% to £2.8m (H1 2023: £2.4m) with Adjusted EBITDA
contribution to the Group of £0.7m (H1 2023: £0.0m).
· ESG Services remains an exciting opportunity for the Group as it brings in new
clients and helps to meet increasing statutory requirements.
· Secured several new client wins, including Crest Nicholson Holdings plc,
Siemens Mobility, and Leonardo Hotel Management, alongside cross sells from
Assurance Services clients such as Headlam Group, McAlpine & Co and
British Car Auctions.
Optimisation Services
· Revenue declined 4% however gross profit grew 21% to £12.6m (H1 2023:
£10.4m) reflecting a change in mix of products and services in the period.
The Group focuses on gross profit as the KPI, in light of the ongoing
fluctuations in mix.
· Margins remain robust, with management continuing to focus on working capital
cycles and improving payment terms.
· Repeatable demand from existing Optimisation Services clients alongside cross
sells from Assurance Services including Gold Medal Travel, Aldi stores and
Nuffield Health.
Software Services
· Revenues up 17% to £1.8m (H1 2023: £1.5m). This was driven by new client
acquisition and an increase in revenue generated from existing customers; in
excess of 80% of expected revenues in 2024 coming through renewals of existing
customer licenses.
· Planned launches of new modules in 2024 will help enhance the platform's
capabilities and provide scope for further revenue growth within the division.
Current trading and outlook
· Momentum in the business has continued into H2 2024 and trading is in line
with expectations. Guidance for full year Adjusted EBITDA remains unchanged.
· A record level pipeline across all divisions both in terms of size and number
of projects provides confidence on the Group's performance into FY25.
Management remains focused on diversifying its pipeline in Optimisation
Services with the integration of the Inspired Optimisation and Ignite
operations.
· As announced in H1 trading update on 16 August 2024, delivering full year
results in line with market consensus is dependent on delivering a small
number of significant optimisation services projects, which are expected to be
contracted and commence on-site in Q4 2024. Inspired continues to make
progress towards the delivery of the three most significant projects expected
in Q4 2024; one of these projects has now commenced, the second and third
are awaiting final confirmation. If there are delays in the start time of the
other two projects, the result could be a significant portion of their profit
contribution shifting into H1 2025.
Commenting on the results, Mark Dickinson, CEO of Inspired, said: "The Group
performed in line with management expectations in the first half of the
financial year, driven by our strategy focused on cross-selling and upselling
to existing customers and new client acquisition. We are better placed than
ever as a full-service sustainability provider to support UK businesses to
deliver net-zero and manage the estimated £138bn costs of doing so between
2024 and 2050.
"The timing of Optimisation projects commencement in Q3 2024 highlights the
strategic challenges of managing the phasing of certain projects that help
clients implement their net-zero solutions across reporting periods. We are
working to get these underway in Q4.
"Looking ahead, our pipeline across the four divisions is at a record level
both in terms of size and number of projects. Having accelerated the
integration of Ignite with the Inspired Optimisation business we have an
opportunity to significantly increase the overall capacity of our delivery
engine to reduce client concentration in FY25 and beyond."
Note
*Adjusted EBITDA is earnings before interest, taxation, depreciation, and
amortisation, excluding exceptional items and share-based payments.
**Adjusted profit before tax is earnings before tax, amortisation of
intangible assets (excluding internally generated amortisation related to
computer software and customer databases), exceptional items, share-based
payments, the change in fair value of contingent consideration and foreign
exchange gains/(losses) (A reconciliation of adjusted profit before tax to
reported profit before tax can be found in note 4)
***Underlying cash generated from operations is cash generated from
operations, as adjusted to remove the impact of restructuring costs and fees
associated with acquisitions.
****Adjusted diluted earnings per share represents the diluted earnings per
share, as adjusted to remove amortisation of intangible assets (excluding
internally generated amortisation related to computer software and customer
databases), exceptional items, share-based payments, the change in fair value
of contingent consideration and foreign exchange gains/(losses)
An overview video of the results, by CEO Mark Dickinson, is available to watch
here: https://bit.ly/Inspired_H124_overview
(https://bit.ly/Inspired_H124_overview)
For further information, please contact:
Inspired PLC www.inspiredplc.co.uk
(https://url.avanan.click/v2/___http:/www.inspiredplc.co.uk___.YXAxZTpzaG9yZWNhcDphOm86MTQ4MGU4MDI4YzUzNmI1MWEwYTExNTk0NWJkMzhlMGI6NjphNDdlOmQ5NTk3YTRjMDgxZDMyYWY5NzA2MzMwZGUxMzQ3OTQ0MTA5YTJkMDlkMzBjZGNlYjY5OTQxODM5NTkyZGUxMjc6cDpGOk4)
Mark Dickinson, Chief Executive Officer +44 (0) 1772 689 250
Paul Connor, Chief Financial Officer
David Cockshott, Chief Commercial Officer
Shore Capital (Nomad and Joint Broker) +44 (0) 20 7408 4090
Patrick Castle
James Thomas
Rachel Goldstein
Panmure Liberum (Joint Broker) +44 (0) 20 3100 2000
Edward Mansfield
Satbir Kler
Alma Strategic Communications +44 (0) 20 3405 0205
Justine James +44 (0) 7525 324431
Hannah Campbell Inspired@almastrategic.com
Will Ellis Hancock
Chair's Statement
Inspired has made robust progress in the first half of the financial year, as
the secular demand from companies to reduce energy consumption, drive
efficiencies and report against progress continues. We have seen interest in
our services continue to grow across all four divisions during the period,
particularly in ESG Services and Optimisation Services, with demand for our
Assurance Services expanding as new business opportunities remain high.
The Group performed in line with management expectations in the first half of
the financial year, reflecting the resilience of our business. We remain
focused on cash generation. Following the termination of the Deed of Variation
in relation to Ignite Energy LTD, and the final contingent consideration
payment relating to the Businesswise Solutions Ltd transaction of £2.2m in H2
2024, the Group will have no further contingent consideration payments to
fund.
The Board's objective is to maintain net debt to less than 2.00x Adjusted
EBITDA, subject to the short-term impact of acquisition payments. Noting
£8.6m of contingent consideration payments made in H1 2024, at the period
end, we were slightly above this target. However, through cash generation and
the absence of any contingent consideration payments, it is the Board's
intention to begin reducing net debt to nearer 1.00x Adjusted EBITDA.
Accordingly, cash generated from operations will now primarily be allocated
towards reducing the Group's net debt position and the pursuit of organic
growth opportunities, particularly those in Optimisation Services.
We have a resilient business model thanks to the strategy we adopted to
diversify our product offering in 2019. This diverse offering has underpinned
our performance in the first half of the financial year and is the framework
that gives us the ability to work towards our strategic objectives.
Deed of Termination - Ignite Energy LTD ("Ignite")
As announced in the Group's H1 trading update in August, Inspired has
accelerated the integration of Ignite and terminated the Deed of Variation,
eliminating any remaining contingent payment obligations related to the Ignite
acquisition. The Group now anticipates a full transition of senior leadership
of Ignite will be completed by 31 May 2025, two years earlier than previously
expected. The Group has entered into consultancy agreements with David Higgins
and Benjamin Higgins, vendors of Ignite. Based on management's current
expectations for the Ignite business, the total "on target" performance fee
payable would be £2.3m, payable in two instalments in H1 2025 which would be
satisfied from existing cash resources.
Dividend
Inspired has established a track record of delivering profitable and
cash-generative growth which has facilitated a consistent and progressive
dividend policy. Accordingly, the Board is pleased to announce an interim
dividend of 1.45 pence (H1 2023: 1.40 pence). The dividend aligns with the
Board's stated policy of a dividend cover of at least 3x earnings, with the
objective of delivering progressive dividend growth over time. The dividend
will be payable on 13 December 2024 to all shareholders on the register on 11
October 2024 and the shares will go ex-dividend on 10 October 2024.
Our People
On behalf of the Board, I would like to thank our colleagues, who continue to
work tirelessly to support our customers. The Group's priority remains to help
customers mitigate the rising cost of energy, manage their energy consumption
and continue to reduce carbon emissions.
Richard Logan
Chair
11 September 2024
Chief Executive Officer's Statement
The Group performed in line with management expectations in the first half of
the financial year, driven by our strategy focused on cross-selling and
upselling to existing customers and new client acquisition. As we stand today,
we are positioned better than ever as a full-suite sustainability service
provider, as managing energy costs and ESG considerations continue to be
operationally and commercially critical for most businesses, leading to
sustained and increasing demand for Inspired's products and services.
Strategy
The delivery of net-zero is a critical requirement for society and Inspired
has worked hard to successfully position the Group as a leading provider of
practical sustainability solutions to help businesses meet this challenge in a
structured and pragmatic way over the next 25 years. To maintain this leading
position, our strategy is focused on our client lifetime value ("CLV") by
ensuring that our customers have access to, and make use of, our full suite of
services, which is driving a step change in our business.
Our strategy is based on three key macro themes:
1. To help clients manage their costs in the face of volatile and ever-increasing
utility costs ("Energy Crisis Defence").
2. To deliver ESG disclosures to ensure clients comply with their regulatory
obligations and support them with protecting their revenues as such
disclosures increasingly become a prerequisite for protecting revenues ("ESG
Disclosures").
3. To provide and implement the solutions that actually remove units of carbon
and energy consumption from their business operations ("net-zero").
The last twelve months have seen clients develop their approach to managing
net-zero; as the ESG targets they have previously declared, be they
science-based targets or net-zero commitments, evolve. We are seeing our
clients start to implement solutions that are based on delivering carbon
savings as opposed to simple return on investment criteria.
Assurance Services
Assurance Services helps businesses manage all aspects of energy and utility
pricing data and accounting. In H1 2024, the division delivered highly
encouraging momentum in new business generation, with churn rates continuing
to improve to deliver revenue growth, and margins stabilising as expected.
Assurance Services provides access to some of the largest, most exciting
companies, which, when coupled with the interconnectivity of our divisions,
helps boost our cross-selling opportunities to win further ESG reporting and
Optimisation work with clients.
Assurance Services generated 42% of Group revenues and with its higher
margins, remained the largest contributor to the Group's financial
performance. During H1 2024 and we have been delighted with some new Assurance
client wins including: Young & Co Brewery, Student Roost, Paddy Power,
Ideal Standard and Eurosport.
The focus of Assurance Services is first and foremost to deliver a quality
service to our clients, which creates the right environment and opportunity to
introduce the wider service offering of the Group at the appropriate time.
ESG Services
ESG Services helps businesses make revenue-critical ESG disclosures to retain
their customers, to comply with regulations and attract investment. The Group
is uniquely positioned to implement the decarbonisation solutions they design
through the Optimisation Services division, allowing our clients to achieve
their net-zero ambitions.
ESG Services delivered 17% revenue growth with new client wins in H1
including: Crest Nicholson Holdings plc, Siemens Mobility and Leonardo Hotel
Management, alongside cross sells from Assurance Services clients such as
Headlam Group, McAlpine & Co, and British Car Auctions.
As we progress into H2 2024, in addition to growing the number of clients
served by the ESG division, we are focused on developing new services which
will support clients with the challenges and opportunities presented by the
Corporate Sustainability Reporting Directive (CSRD) and the Taskforce on
Nature Related Financial Disclosures (TNFD).
Optimisation Services
Optimisation Services enhances client value by meeting the growing need for
net-zero solutions and cost reduction, aligning with ESG and climate change
priorities.
During H1 2024, the division delivered 48% of total Group revenues for the
period, with 21% Gross profit growth compared to H1 2023. This was achieved by
increasing levels of repeatable demand from existing clients alongside cross
selling opportunities from Assurance Services, with highlights including Gold
Medal Travel, Aldi stores and Nuffield Health.
A key focus following on the H1 2024 period end has been on the strategic
challenges of managing the timing of delivering significant Optimisation
projects for clients as they manage the practicalities of their own business
performance in a changing macro environment.
As highlighted in the Group's H1 2024 trading update there are three
significant projects due for delivery in H2 2024. The team has made progress
on these projects with one having now commenced and being delivered in H2
2024. The second was pending a tender decision, which has now been verbally
awarded to the Group. The first phase delivery is targeted for Q4 2024 (which
is a multi-phase project extending throughout FY25), albeit a commencement
date is still to be agreed. The third, which is a fourth phase of a
multi-phase roll out, is anticipated to commence in Q4 2024 (also with further
phases scheduled throughout FY25), although this is pending confirmation.
The latter two projects have a total estimated gross margin of c. £5m, most
of which will fall through to adjusted EBITDA, which is currently anticipated
to be received in Q4 2024. Any delay in the phasing of delivery of such
projects would be expected to move some of this contribution into FY 2025.
Whilst the gross margin and Adjusted EBITDA impact of these projects could be
substantial in FY24 the net debt impact would be much lower since there would
be no requirement to fund the working capital on the projects.
Noting the inter-period uncertainty created by these large projects, the focus
is on increasing the number of pilot solutions delivered for clients to
further broaden the pipeline and reduce client concentration with respect to
implementing optimisation projects. Management has accelerated the integration
of Ignite (c.100 people) with the Inspired Optimisation division (c.120
people) creating a common operating model. This significantly boosts resources
for implementation of the Ignite solution, enhancing our data driven, solution
led optimisation service for net-zero delivery and increasing our capacity to
execute.
The work undertaken has created a substantial pipeline of opportunities for
FY25 which we expect to mitigate the concentration risk of specific projects
and the timing of their financial contribution to the Group in future periods.
Looking forward, noting the proven capability of expanding our cross-sell
opportunities, this division provides a gateway to the £138bn opportunity
over the next 25 years for the delivery of net-zero for commercial buildings
and industrial processes for the UK market.
Software Services
Inspired's Assurance, ESG and Optimisation Services rely heavily on managing
and processing unstructured data which underpins our service delivery. The
technology enablement of these solutions is provided by 'Unify', our
proprietary software platform which has been significantly developed over
recent years and provides a market leading platform.
Unify is helping to technologically enable a market and industry that has in
the past been slow to react and incorporate digital solutions to improve
efficiency and performance. The Software division has delivered growth
consistent with prior period, with new client wins and its position of
underpinning the Group's broader service delivered.
The Software division delivered 17% revenue growth and 9% growth in EBITDA.
We continue to be delighted by the divisions success in becoming the go-to
software platform of choice for large assurance providers and we continue to
focus on increasing the number of meters served by our SaaS platform.
Inspired's own ESG
In H1 2024, the Group has made progress with its ESG programmes:
1. We submitted our notification of compliance for ESOS phase 3 to the
Environmental Agency.
2. We set up our site survey schedule to survey the rest of the Inspired estate.
3. As an early TNFD adopter, we have conducted Biodiversity site surveys of our
in-scope sites.
4. We started to prepare reporting under the new Corporate Sustainability
Reporting Directive (CSRD).
Outlook
We are better placed than ever as a full-service sustainability provider to
support UK businesses to deliver net-zero and manage the estimated £138bn
costs of doing so between 2024 and 2050.
The Q4 2024 weighting of optimisation projects highlights the strategic
challenges of managing the phasing of certain projects that help clients
implement their net-zero solutions across reporting periods. We are working to
get these underway in Q4 2024, noting a possibility they move into Q1 2025.
Looking ahead, our pipeline across the four divisions is at a record level
both in terms of size and number of projects. Having accelerated the
integration of Ignite with the Inspired Optimisation business we have an
opportunity to significantly increase the overall capacity of our delivery
engine in order to reduce client concentration in FY25 and beyond.
Assurance, ESG and Software Services continue to perform in line with
expectations.
Mark Dickinson
Chief Executive Officer
11 September 2024
Chief Financial Officer's Statement
We are pleased to report robust financial results for the six-month period
ended 30 June 2024, whilst also making clear strategic and financial progress.
In H1 2024 the Group delivered revenue of £45.0m (H1 2023: £44.6m),
achieving 10% gross profit growth at £34.0m (H1 2023: £31.0m) with improved
gross profit percentage margins of 75% (H1 2023: 69%). Group Adjusted EBITDA
increased by 4% to £10.9m (H1 2023: £10.6m) with the percentage margin
remaining stable and in-line with management expectations at 24% (H1 2023:
24%).
Divisional performance
Assurance Services
Assurance Services remains the biggest contributor to Group profits delivering
revenue growth of 3%, in line with management expectations, generating 42% of
total Group revenues in H1 2024 (H1 2023: 41%) at £18.9m (H1 2023: £18.3m).
Assurance Services contributed Adjusted EBITDA in line with expectations of
£7.8m (H1 2023: £7.7m), and the Adjusted EBITDA percentage margin was 41%
(FY 2023: 41%), with margins stabilising.
We continue to focus on providing a first-class level of service to our
Assurance clients, which we believe is essential to retain our market
leadership position in Assurance Services and to generate client lifetime
value for the Group.
ESG Services
ESG Services generated revenues of £2.8m (H1 2023: £2.4m), delivering 17%
growth. The ESG Services division contributed Adjusted EBITDA of £0.7m (H1
2023: £0.0m).
Within ESG Services, delivery of services in relation to Energy Savings
Opportunity Scheme (ESOS) Phase 3 contributed £0.8m of revenue (H1 2023:
£0.8m). The Group's exceptional performance in ESOS delivery during 2023 and
2024 provides a platform to deliver significant Optimisation Services to
clients and we note that ESOS Phase 4 will contribute to Group revenues in
2027.
The increasing focus of investors and businesses on net-zero targets, combined
with mandatory requirements for businesses to make ESG disclosures, provides a
favourable backdrop to continue to invest in the strategy for the ESG Services
division.
Optimisation Services
Optimisation Services generated 48% of total Group revenues in H1 2024 (H1
2023: 50%), amounting to £21.5m (H1 2023: £22.4m), achieving 21% Gross
profit growth at £12.6m (H1 2023: £10.4m). This is reflective of the product
mix in the six-month trading period, noting that Optimisation Services
includes a range of products and services to customers. The mix of these in
any period can lead to significant fluctuations in the levels of revenue and
cost of sales. As a result of this, the Group focuses on absolute gross profit
growth within this division.
The division continues to benefit from cross-selling and repeat demand from
customers, with clients focusing on the beneficial impact of energy usage and
demand reduction. Optimisation Services contributed Adjusted EBITDA of £5.4m
(H1 2023: £5.1m), and Adjusted EBITDA margin of 25% (H1 2023: 23%) driven by
product mix. Subject to product mix in any period, management's expectation is
that the division will consistently generate Adjusted EBITDA margins of
c.20-25%.
In the financial years 2022 and 2023, Optimisation Services experienced higher
activity levels in H2 compared to H1, caused by the timing of large customers'
financial year ends and budget timings, which drive spending patterns
throughout the year. This expected weighting of contribution towards Q4 2024
in delivery of a small number of significant optimisation projects, will
result in a subsequent working capital investment into the period end. As
there is a timing risk that contribution could extend beyond the current
fiscal year, any such slippage would result in a positive impact on H1 2025
financial performance. The Board estimate that c.£5.0m of gross margin is
attributable to the two projects scheduled for Q4 2024 which remain to be
fully confirmed.
Demand for Optimisation Services continues to increase, with strong underlying
drivers, including the drive to net-zero. As the division continues to
increase its share of the Group's operations, Group revenues and more
importantly Group gross margins will be impacted by this change in business
mix.
Software Services
The Group's Software Services division continues to develop well, with
revenues growing by 17% to £1.8m (H1 2023: £1.5m), with the growth driven by
new client acquisition and an increase in revenue generated from existing
customers. Over 80% of expected revenues in 2024 are through renewals of
existing customer licenses.
In H1 2024 Software Services generated Adjusted EBITDA of £1.1m (H 2023:
£1.0m) and produced an Adjusted EBITDA margin of 65% (FY 2023: 59%).
Group results
Group central PLC costs were £4.0m (H1 2023: £3.3m), driven by an increase
in staff costs (both from an FTE and cost per head perspective), and an
underlying increase in non-employment related overheads in the period due to
the increase in the size of the Group. Investment in overhead costs has laid a
solid foundation for Group growth and provides the required resources to
underpin that growth. In 2023, the Group invested to make planned process
changes, with a view to improving margins across all divisions. The Group
expects a deceleration of PLC cost growth from FY 2025 onwards, as we look to
recognise the benefits of operating leverage and improved productivity.
Overall, the Group generated adjusted EBITDA of £10.9m in H1 2024 (H1 2023:
£10.6m); the adjusted EBITDA margin was 24% (H1 2023: 24%).
After deducting charges for depreciation, amortisation of internally generated
intangible assets and finance expenditure, the adjusted profit before tax for
the period was £5.7m (H1 2023: £6.2m). The increase of £0.3m in adjusted
EBITDA was offset by an increase of £0.6m in finance costs to £2.6m (H1
2023: £2.0m). Finance costs were higher than in H1 2023 due to a combination
of a higher level of debt over the period and increased interest rates.
Finance costs are expected to remain higher in H2 2024 due to the profile of
trade and working capital within Optimisation Services.
Under International Financial Reporting Standard (IFRS) measures, the Group
reported a profit before tax for the period of £8.4m (H1 2023: £0.2m), with
reported profit before tax impacted significantly by changes in the fair value
of contingent consideration, the amortisation of intangible assets as a result
of acquisitions, share-based payment charges and restructuring costs. A
reconciliation of reported loss before tax to adjusted profit before tax is
calculated in the table below.
Six months ended 30 June 2024 (unaudited) Six months ended 30 June 2023 (unaudited) Year ended 31 December 2023
£000 £000 (audited)
£000
Profit/(loss) before tax 8,398 190 (6,169)
Share-based payments costs 434 521 1,187
Amortisation of acquired intangible assets 765 1,178 2,272
Foreign exchange variation 3 6 (257)
Exceptional costs:
Restructuring costs 1,340 459 3,620
Exceptional finance costs - 120 482
Change in fair value of contingent consideration (5,213) 3,764 14,621
Adjusted profit before tax 5,727 6,238 15,756
Acquisition activity, non-recurring items and material items can significantly
distort underlying financial performance from IFRS measures. The Board
therefore considers it appropriate to report adjusted metrics, as well as IFRS
measures, for the benefit of primary users of the Group's financial
statements. Reconciliations to Adjusted Profit Before Tax and Adjusted Fully
Diluted EPS can be found in note 4.
Exceptional costs
Exceptional costs of £1.3m (H1 2023: £0.5m) incurred in the period related
to restructuring programmes associated with the integration of businesses
acquired prior to 2022, plus the restructuring of the Group's Irish trading
subsidiary during the period.
Change in fair value of contingent consideration
Within the balance sheet as at 30 June 2024, the Group has a current
contingent consideration liability of £2.2m relating to the final payment to
be made in H2 2024 in relation to Businesswise Solutions Ltd.
Inspired has accelerated the integration of Ignite and terminated its Deed of
Variation in relation to Ignite Energy LTD, and as a result has no outstanding
contingent consideration payment obligations in relation to the Ignite Energy
LTD transaction. As a result, the Group recognised a total credit £5.2m to
the Income Statement (H1 2023: charge of £3.8m) in the period as a result of
changes in the fair value of contingent consideration which was treated as
exceptional, with a £5.4m credit relating to the cancellation of the Deed of
Variation, and an additional £0.2m debit relating to the final payments in
concluding all other contingent consideration payments under the Ignite Energy
LTD and Businesswise Solutions Ltd Share Purchase Agreements which was
confirmed post the Company's August trading update.
Following the execution of the Deed of Termination in relation to Ignite
Energy LTD, and the final contingent consideration payment relating to the
Businesswise Solutions Ltd transaction of £2.2m in H2 2024, the Group will
have no further contingent consideration payments to fund.
Accordingly, cash generated from operations will now primarily be allocated
towards reducing the Group's net debt position and the pursuit of organic
growth opportunities, particularly those in the Optimisation Services
division.
Exceptional costs, amortisation and impairment of internally generated
intangible assets, share based payment charges and changes in fair value of
contingent consideration are considered by the Directors to be material and
exceptional in nature; they, therefore, merit separate identification to give
a true and fair view of the Group's result for the period.
Cash and working capital
Group cash generated from operations during H1 2024 was £7.8m (H1 2023:
£2.9m). Excluding exceptional costs, cash generated from operations was
£9.1m (H1 2023: £3.4m), a 169% increase. This significant improvement was
almost entirely driven by favourable working capital movements related to the
timing of the delivery of optimisation projects.
Underlying operating cash conversion ratios remain a key focus for management,
acknowledging the impact of the irregularity of trading patterns within
Optimisation Services. The Group reviews underlying operating cash conversion
ratios on a Last Twelve Months (LTM) basis each month noting the impact the
irregularity of Optimisation Services working capital movement can have on
month- by- month cash conversion metrics. The LTM underlying operating cash
conversion, excluding exceptional items, in the 12 months to 30 June 2024 was
in excess of 85%.
Due to the high levels of expected Optimisation project activity in Q4 2024,
and the associated investment in working capital into the financial year end,
underlying operating cash conversion for the 12 months to 31 December 2024 is
expected to be reduced to c.60% (FY 2023: 75%) with an associated impact on
the expected net debt outturn. This working capital investment is expected to
unwind during H1 2025 accelerating the deleveraging of the Group.
Trade and other receivables and deferred consideration decreased 5% in the
period to £44.0m (FY 2023: £46.5m), with invoiced trade receivables
decreasing 31% to £12.1m (FY 2023: £17.6m) as a result of the very high
levels of project activity in Q4 2023 within the Optimisation Services
division, with the balance unwinding in early 2024 as expected. Accrued income
increased in the period by 15% to £22.9m (FY 2023: £19.9m). Working capital
management remains a key focus for the Group in sustaining strong cash
conversion.
Trade and other payables decreased 20% to £16.0m (FY 2023: £19.9m), with the
majority of the decrease being in trade payables of £2.6m to £3.7m (FY 2023:
£6.3m) reflecting the high levels of project activity in Q4 2023 within
Optimisation Services Division the costs of which were settled in cash in H1
2024. Accruals increased by 21% to £5.6m (FY 2023: £4.6m).
The Group made payments to acquire intangible assets of £3.2m in H1 2024 (H1
2023: £3.0m), and payments to acquire property, plant and equipment of £0.4m
(H1 2023: £0.2m).
The Group's net debt (defined as bank borrowings less cash and cash
equivalents) increased in line with management expectations in the six month
period by £8.9m (17%) to £57.6m (31 December 2023: £48.7m), equating to
2.30x FY23 Adjusted EBITDA.
The Board's near-term objective is to maintain net debt to less than 2.00x
Adjusted EBITDA, subject to the short-term impact of acquisition payments,
noting £8.6m of contingent consideration payments made in H1 2024. In FY25,
through organic cash generation, it is the Board's intention to begin reducing
the level of net debt to Adjusted EBITDA to nearer to a 1 to 1 ratio.
Financial position and liquidity
At 30 June 2024, the Group's net debt, excluding the impact of IFRS16, was
£57.6m (31 December 2023: £48.7m). Cash and cash equivalents were £6.6m (31
December 2023: £8.8m).
On refinancing its banking facilities in November 2023, the Group entered a
£60.0m Revolving Credit Facility with an initial term to October 2026, with
an additional £25.0m Accordion options available to the Group, subject to
covenant compliance. In May 2024, the Group agreed an increase in the
Revolving Credit Facility to £65.0m until 30 April 2025 to provide additional
liquidity in the period in which the Group pays the final outstanding
contingent consideration payments.
The Group's £65.0m Revolving Credit Facility was fully drawn at 30 June 2024.
In summary
Inspired has traded in line with expectations over the period ensuring the
Group is well placed to deliver our strategic growth plan. With a strengthened
platform capable of generating long-term growth positioning Inspired is
positioned to achieve its long-term financial goals of reducing net debt to
near 1.0x adjusted EBITDA by the end of FY25 and the doubling of adjusted
EBITDA between FY22 and FY27.
Paul Connor
Chief Financial Officer
11 September 2024
Group Statement of Comprehensive Income
For the six months ended 30 June 2024
Six months ended 30 June 2024 (unaudited) Six months ended 30 June 2023 (unaudited) Year ended 31 December 2023
£000 £000 (audited)
£000
Revenue 45,023 44,634 98,757
Cost of sales (11,060) (13,648) (31,460)
Gross profit 33,963 30,986 67,297
Administrative expenses (22,920) (28,755) (69,000)
Operating profit/(loss) 11,043 2,231 (1,703)
Analysed as:
Earnings before exceptional costs, depreciation, amortisation and share-based 10,939 10,568 25,212
payment costs
Restructuring costs (1,340) (459) (3,620)
Change in fair value of contingent consideration 5,213 (3,764) (14,621)
Depreciation, impairment and loss on disposal of property, plant and equipment (625) (839) (1,920)
Amortisation of acquired intangible assets (765) (1,178) (2,272)
Amortisation of internally generated intangible assets (1,945) (1,576) (3,295)
Share-based payment costs (434) (521) (1,187)
11,043 2,231 (1,703)
Finance expenditure 3 (2,645) (2,058) (4,483)
Other financial items - 17 17
Profit/(loss) before income tax 8,398 190 (6,169)
Income tax expense (795) (858) (993)
Profit/(loss) for the period 7,603 (668) (7,162)
Attributable to:
Equity owners of the company 7,603 (668) (7,162)
Other comprehensive income:
Exchange differences on translation of foreign operations (84) (120) (32)
Total other comprehensive expense for the year (84) (120) (32)
Total comprehensive income/(expense) for the year 7,519 (788) (7,194)
Attributable to:
Equity owners of the company 7,519 (788) (7,194)
Note
Diluted earnings/(loss) per share attributable to the equity holders of the 4 7.00 (0.75) (7.20)
Company (pence)
Adjusted diluted earnings per share attributable to the equity holders of the 4 4.37 4.84 13.38
Company (pence)
Group Statement of Financial Position
At 30 June 2024
Note Six months ended 30 June 2024 (unaudited) Six months ended 30 June 2023 (unaudited) Year ended 31 December 2023 (audited)
£000 £000 £000
ASSETS
Non-current assets
Investments 2,030 1,830 1,930
Goodwill 7 76,861 76,901 76,913
Other intangible assets 7 18,317 17,972 17,792
Property, plant and equipment 5 2,837 3,079 2,804
Right of use assets 6 2,146 1,509 2,291
Trade and other receivables 8 4,883 2,459 4,082
107,074 103,750 105,812
Current assets
Trade and other receivables 8 38,511 42,378 41,837
Deferred contingent consideration 8 615 1,002 615
Inventories 1,130 668 633
Cash and cash equivalents 6,633 8,416 8,782
46,889 52,464 51,867
Total assets 153,963 156,214 157,679
LIABILITIES
Current liabilities
Trade and other payables 9 16,024 17,996 19,946
Lease liabilities 539 439 604
Current tax liability 3,111 3,835 3,488
Contingent consideration 2,200 11,273 13,200
21,874 33,543 37,238
Non-current liabilities
Bank borrowings 64,205 57,520 57,541
Lease liabilities 1,725 940 1,649
Contingent consideration - - 5,458
Deferred tax liability 719 838 910
66,649 59,298 65,558
Total liabilities 88,523 92,841 102,796
Net assets 65,440 63,373 54,883
EQUITY
Share capital 1,316 1,256 1,260
Share premium account 60,930 63,498 60,930
Merger relief reserve 26,111 20,995 23,563
Retained earnings (20,760) (19,115) (28,363)
Share based payments reserves 9,732 8,632 9,298
Investment on own shares (28) (28) (28)
Translation reserve (478) (482) (394)
Reverse acquisition reserve (11,383) (11,383) (11,383)
Total equity 65,440 63,373 54,883
Group Statement of Cash Flows
For the six months ended 30 June 2024
Six months ended 30 June 2024 (unaudited) Six months ended 30 June 2023 (unaudited) Year ended 31 December 2023 (audited)
£000 £000 £000
Cash flows from operating activities
Profit/(loss) before income tax 8,398 190 (6,169)
Adjustments
Depreciation and impairment 625 839 1,920
Amortisation and impairment 2,710 2,754 5,567
Share based payment costs 434 521 1,187
Finance expenditure 2,645 2,041 4,483
Exchange rate variances 93 (133) 222
Change in fair value of contingent consideration 14,621
(5,213) 3,764
Cash flows before changes in working capital 9,692 9,976 21,831
Movement in working capital
Increase in inventories (497) (457) (422)
Decrease/(increase) in trade and other receivables 2,526 (7,490) (8,328)
(Decrease)/increase in trade and other payables (3,922) 916 2,867
Cash generated from operations 7,799 2,945 15,948
Income taxes paid (1,359) (460) (774)
Net cash flows from operating activities 6,440 2,485 15,174
Cash flows from investing activities
Purchase of property, plant and equipment (370) (242) (930)
Payments to acquire intangible assets (3,234) (3,001) (5,644)
Contingent consideration paid (8,645) (8,646) (12,102)
Repayment of working capital facility to discontinued operation - 250 375
Acquisition of subsidiary, net of cash (100) (93) (193)
Net cash flows from investing activities (12,349) (11,732) (18,494)
Cash flows from financing activities
New bank loans 6,575 8,000 7,850
Interest paid on financing activities (2,557) (2,000) (4,254)
Repayment of lease liabilities (253) (589) (1,013)
Proceeds from issue of new shares 4 4 16
Dividends paid - - (2,754)
Net cash flows from financing activities 3,769 5,415 (155)
Net decrease in cash and cash equivalents (2,140) (3,832) (3,475)
Cash and cash equivalents brought forward 8,782 12,270 12,270
Exchange differences on cash and cash equivalents (9) (22) (13)
Cash and cash equivalents carried forward 6,633 8,416 8,782
Group Statement of Changes in Equity
For the six months ended 30 June 2024
Share capital Share premium account Merger relief reserve Share-based payment reserve Retained earnings Reverse acquisition reserve Total shareholders' equity
£000 £000 £000 £000 £000 Investment in own shares £000 £000
£000 Translation reserve
£000
Balance at 1 January 2023 1,220 60,930 20,995 8,111 (18,447) (36) (362) (11,383) 61,028
Loss for the year - - - - (7,162) - - - (7,162)
Other comprehensive income - - - - - - (32) - (32)
Total comprehensive expense for the year - - - - (7,162) - (32) - (7,194)
Share-based payment cost - - - 1,187 - - - - 1,187
Shares issues (5 May 2023) 3 - - - - - - - 3
Shares issued (25 May 2023) 32 - 2,568 - - - - - 2,600
Shares issued (21 June 2023) 1 - - - - - - - 1
Shares issued (5 October 2023) 3 - - - - - - - 3
Shares issued (17 November 2023) 1 - - - - - - - 1
Shares issued (21 December 2023) - - - - - - - - -
Shares transferred - - - - - 8 - - 8
Dividends paid - - - - (2,754) - - - (2,754)
Total transactions with owners 40 - 2,568 1,187 (9,916) 8 (32) - (6,145)
Balance at 31 December 2023 1,260 60,930 23,563 9,298 (28,363) (28) (394) (11,383) 54,883
Profit for the period - - - - 7,603 - - - 7,603
Other comprehensive expense - - - - - - (84) - (84)
Total comprehensive income for the period - - - - 7,603 - (84) - 7,519
Share-based payment cost - - - 434 - - - - 434
Shares issued (22 January 2024) 1 - - - - - - - 1
Shares issued (28 March 2024) 52 - 2,548 - - - - - 2,600
Shares issued (22 May 2024) 2 - - - - - - - 2
Shares issued (24 June 2024) 1 - - - - - - - 1
Total transactions with owners 56 - 2,548 434 7,603 - (84) - 10,557
Balance at 30 June 2024 1,316 60,930 26,111 9,732 (20,760) (28) (478) (11,383) 65,440
1. Accounting Policies
Basis of preparation
The financial information set out in this announcement does not constitute the
statutory accounts of the Group for the period ended 30 June 2024. The
financial information included in this interim announcement has been computed
in accordance with International Financial Reporting Standards as adopted by
the European Union (IFRS). They have been prepared on an accrual basis and
under the historical cost convention except for certain financial instruments
measured at fair value. This announcement in itself does not contain
sufficient information to comply with IFRS.
Details of the accounting policies are those set out in the annual report for
the year ended 31 December 2023. The accounting policies in this announcement
are consistent with those set out in the annual report for the year ended 31
December 2023.
2. Segmental information
Revenue and segmental reporting
The chief operating decision maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
identified as the Group's Executive Directors. The Group reports under four
reporting segments, namely Assurance, Optimisation, Software and ESG.
Six months ended 30 June 2024 Six months ended 30 June 2023
Assurance Optimisation Software ESG PLC Total Assurance Optimisation Software ESG PLC Total
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
Revenue 18,904 21,527 1,767 2,825 - 45,023 18,343 22,372 1,507 2,412 - 44,634
Cost of sales (1,558) (8,963) (79) (460) - (11,060) (1,233) (11,991) (56) (368) - (13,648)
Gross profit 17,346 12,564 1,688 2,365 - 33,963 17,110 10,381 1,451 2,044 - 30,986
Overheads (10,582) (7,333) (543) (1,753) 626 (19,585) (9,566) (5,234) (397) (2,085) (7,880) (25,162)
EBITDA 6,764 5,231 1,145 612 626 14,378 7,544 5,147 1,054 (41) (7,880) 5,824
- Analysed as: -
Adjusted EBITDA 7,753 5,352 1,145 653 (3,964) 10,939 7,670 5,148 1,054 (41) (3,263) 10,568
Share-based payments - - - - (434) (434) - - - - (521) (521)
Exceptional costs (989) (121) - (41) 5,024 3,873 (126) (1) - - (4,096) (4,223)
6,764 5,231 1,145 612 626 14,378 7,544 5,147 1,054 (41) (7,880) 5,824
Depreciation (625) (839)
Amortisation (2,710) (2,754)
Finance expenditure (2,645) (2,058)
Other financial items - 17
Profit before income tax 8,398 190
3. Finance Expenditure
Six months ended 30 June 2024 (unaudited) Six months ended 30 June 2023 (unaudited) Year ended 31 December 2023
£000 £000 (audited)
£000
Interest payable on bank borrowings 2,439 1,930 4,214
Interest payable on lease liabilities 30 41 90
Foreign exchange variance 3 6 (239)
Other interest 3 23 80
Loan facility fees 12 - 80
Amortisation of debt issue costs 158 58 258
2,645 2,058 4,483
4. Earnings Per Share
The earnings per share is based on the net profit for the period attributable
to ordinary equity holders divided by the weighted average number of ordinary
shares outstanding during the period.
Six months ended 30 June 2024 (unaudited) Six months ended 30 June 2023 (unaudited) Year ended 31 December 2023
£000 £000 (audited)
£000
Profit/(loss) attributable to equity holders of the Group 7,519 (788) (7,162)
Amortisation of acquired intangible assets 765 1,178 2,272
Deferred tax in respect of amortisation of intangible assets (191) (294) (568)
Changes in fair value of contingent consideration (5,213) 3,764 14,621
Foreign exchange variation 87 126 (257)
Share-based payments costs 434 521 1,187
Restructuring costs 1,340 459 3,620
Exceptional finance costs - 120 482
Adjusted profit attributable to equity holders of the Group 4,741 5,086 14,195
Weighted average number of ordinary shares in issue (000) 101,544 98,277 99,422
Dilutive effect of share options (000) 7,009 6,749 6,698
Diluted weighted average number of ordinary shares in issue (000) 108,553 105,026 106,120
Basic earnings/(loss) per share (pence) 7.49 (0.80) (7.20)
Diluted earnings/(loss) per share (pence) 7.00 (0.80) (7.20)
Adjusted basic earnings per share (pence) 4.67 5.18 14.28
Adjusted diluted earnings per share (pence) 4.37 4.84 13.38
The weighted average number of shares in issue for the adjusted diluted
earnings per share include the dilutive effect of the share options in issue
to senior staff of Inspired.
Adjusted earnings per share represents the earnings per share, as adjusted to
remove the effect of the fees associated with acquisition, amortisation of
intangible assets (excluding amortisation related to computer software and
customer databases), share-based payments and exceptional items which have
been expensed to the income statement in the period. Adjusted profit before
tax is calculated as follows:
Six months ended 30 June 2024 (unaudited) Six months ended 30 June 2023 (unaudited) Year ended 31 December 2023
£000 £000 (audited)
£000
Profit/(loss) before tax 8,398 190 (6,169)
Share-based payments costs 434 521 1,187
Amortisation of acquired intangible assets 765 1,178 2,272
Foreign exchange variation 3 6 (257)
Exceptional costs:
Restructuring costs 1,340 459 3,620
Exceptional finance costs - 120 482
Change in fair value of contingent consideration (5,213) 3,764 14,621
Adjusted profit before tax 5,727 6,238 15,756
Acquisitional activity can significantly distort underlying financial
performance from IFRS measures and therefore the Board deems it appropriate to
report adjusted metrics as well as IFRS measures for the benefit of primary
users of the Group financial statements.
5. Property, plant and equipment
Fixtures and fittings Motor Computer equipment Leasehold improvements Office equipment £000 Total
£000 vehicles £000 £000 £000
£000
Cost
As at 1 January 2023 335 115 4,134 1,192 418 6,194
Foreign exchange variances (2) (2) (3) - (2) (9)
Additions 153 - 697 79 1 930
Disposals (58) (41) - (977) (323) (1,399)
At 31 December 2023 428 72 4,828 294 94 5,716
Foreign exchange variances (3) (1) (1) - (3) (8)
Additions 37 - 131 202 - 370
Disposals (65) (54) (41) - - (160)
At 30 June 2024 397 17 4,917 496 91 5,918
Depreciation
As at 1 January 2023 224 95 1,763 605 291 2,978
Foreign exchange variances (1) (2) (2) - - (5)
Charge for the year 77 6 660 119 72 934
Disposals (26) (29) (12) (611) (317) (995)
At 31 December 2023 274 70 2,409 113 46 2,912
Charge for the period 30 1 235 24 4 294
Foreign exchange variance (2) - (2) - - (4)
Disposals (52) (55) (14) - - (121)
At 30 June 2024 250 16 2,628 137 50 3,081
Net Book Value
At 30 June 2024 147 1 2,289 359 41 2,837
At 31 December 2023 154 2 2,419 181 48 2,804
6. Right of use assets
Fixtures and fittings Motor vehicles Property Intangibles Total
£000 £000 £000 £000 £000
Cost
As at 1 January 2023 255 421 3,334 301 4,311
Foreign exchange variances - - 18 - 18
Additions 116 47 1,683 - 1,846
Disposals - (283) (2,329) - (2,612)
At 31 December 2023 371 185 2,706 301 3,563
Foreign exchange variances - 1 (11) - (10)
Additions - 113 - 56 169
Disposals (59) (87) - - (146)
At 30 June 2024 312 212 2,695 357 3,576
Depreciation
As at 1 January 2023 158 310 2,252 50 2,770
Foreign exchange variances - - 3 - 3
Charge for the year 103 87 696 100 986
Disposals - (271) (2,329) - (2,600)
At 31 December 2023 261 126 622 150 1,159
Foreign exchange variances - - (4) - (4)
Charge for the period 46 29 174 60 309
Disposals (59) (88) - - (147)
At 30 June 2024 248 67 792 210 1,317
Impairment
As at 1 January 2023 - - 113 - 113
Impairment for the year - - - - -
At 31 December 2023 - - 113 - 113
Impairment for the period - - - - -
At 30 June 2024 - - 113 - 113
Net Book Value
At 30 June 2024 64 145 1,790 147 2,146
At 31 December 2023 110 59 1,971 151 2,291
7. Intangible assets and goodwill
Computer software - external Customer contracts Goodwill Total
£000 £000 £000 £000
Computer software -internally generated
£000 Trade name £000
Customer relationships Total other intangibles
£000 £000
Cost
At 1 January 2023 21,146 4,822 160 21,575 7,511 55,214 76,960 132,174
Additions 3,242 2,402 - - - 5,644 - 5,644
Foreign exchange variances
- - - (255) - (255) (47) (302)
At 31 December 2023 24,388 7,224 160 21,320 7,511 60,603 76,913 137,516
Additions 2,237 997 - - - 3,234 - 3,234
Foreign exchange variances
- (1) - - - (1) (52) (53)
At 30 June 2024 26,625 8,220 160 21,320 7,511 63,836 76,861 140,697
Amortisation
As at 1 January 2023 12,668 1,651 45 18,327 4,807 37,498 - 37,498
Charge for the year 2,562 814 8 1,429 754 5,567 - 5,567
Foreign exchange variances
- - - (254) - (254) - (254)
At 31 December 2023 15,230 2,465 53 19,502 5,561 42,811 - 42,811
Charge for the period 1,325 618 4 386 377 2,710 - 2,710
Foreign exchange variances
- (2) - - - (2) - (2)
At 30 June 2024 16,555 3,081 57 19,888 5,938 45,519 - 45,519
Net Book Value
At 30 June 2024 10,070 5,139 103 1,432 1,573 18,317 76,861 95,178
At 31 December 2023 9,158 4,759 107 1,818 1,950 17,792 76,913 94,705
Computer software is a combination of assets internally generated and assets
acquired through business combinations.
8. Trade and other receivables
30 June 2024
31 December 2023
30 June 2023
£000 £000 £000
Trade receivables 12,116 18,695 17,550
Other receivables 762 900 861
Deferred contingent consideration 615 1,002 615
Prepayments 7,601 6,990 7,596
Accrued income 22,915 18,252 19,912
44,009 45,839 46,534
9. Trade and other payables
30 June 2024
31 December 2023
30 June 2023
£000 £000 £000
Trade payables 3,726 5,240 6,261
Social security and other taxes 3,655 4,514 6,393
Accruals 5,559 2,463 4,595
Deferred income 2,503 4,912 2,095
Other payables 581 867 602
16,024 17,996 19,946
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